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Name | Symbol | Market | Type |
---|---|---|---|
KraneShares Trust Dynamic Emerging Markets Strategy | NYSE:KEM | NYSE | Exchange Traded Fund |
Price Change | % Change | Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 27.21 | 0 | 01:00:00 |
Filed by the Registrant
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material pursuant to §240.14a‑12
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KEMET CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a‑6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0‑11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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(4)
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Date Filed:
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1)
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The election of three directors, each for a three-year term or until his successor is duly elected and qualified.
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2)
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The ratification of the appointment of Ernst & Young LLP as the Corporation’s independent registered public accounting firm for the fiscal year ending
March 31, 2020
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Advisory approval of the compensation paid to the Corporation’s Named Executive Officers.
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The transaction of such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.
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Page No.
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Age: 50
Director since 2011
____________________
Board Committees
• NCG
____________________
Current Public Directorships
• Ryerson Holding Corporation
• Key Energy Services, Inc.
• Verra Mobility Corporation
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Jacob T. Kotzubei
Biographical Information:
Jacob T. Kotzubei,
Director, was named such in October 2011. Mr. Kotzubei joined Platinum Equity Advisors, LLC (“Platinum Equity”), a registered investment advisor, in 2002 and is a Partner at the firm. Mr. Kotzubei serves as a director of a number of Platinum Equity’s portfolio companies. Prior to joining Platinum Equity in 2002, Mr. Kotzubei worked for 4½ years for Goldman Sachs’ Investment Banking Division in New York City. Previously, he was an attorney at Sullivan & Cromwell LLP in New York City, specializing in mergers and acquisitions. Mr. Kotzubei serves on the board of directors for Ryerson Holding Corporation, Key Energy Services, Inc. and Verra Mobility Corporation. Mr. Kotzubei received a Bachelor’s degree from Wesleyan University and holds a Juris Doctor from Columbia University School of Law where he was elected a member of the Columbia Law Review.
Specific Qualifications and Experience Relevant to the Corporation:
The Corporation’s Board of Directors believes that it benefits from Mr. Kotzubei’s experience in executive management oversight, private equity, capital markets, mergers and acquisitions and related transactional matters.
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Age: 55
Director since 2017
____________________
Board Committees
• None
____________________
Current Public Directorships
• Nippon Avionics Co., Ltd. (listed on the Tokyo Stock Exchange)
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Yasuko Matsumoto
Biographical Information:
Yasuko Matsumoto
, Director, was named such in June 2017. Ms. Matsumoto was recommended to the Nominating and Corporate Governance Committee by the Corporation’s then chief executive officer and other executive officers, as she was known to them because of her service on the board of directors of NEC TOKIN Corporation prior to its acquisition by the Corporation. Since July 2018 Ms. Matsumoto has been employed as a Corporate Officer in charge of Finance and Accounting for Aruhi Corporation, a Japanese financial institution listed on the Tokyo Stock Exchange. (Aruhi Corporation has announced that Ms. Matsumoto will be promoted to the position of Chief Financial Officer, effective July 1, 2019.) Prior to her employment with Aruhi Corporation, Ms. Matsumoto worked for 32 years with NEC Corporation ("NEC"). She joined NEC in 1986 and served in a variety of managerial positions with NEC and its subsidiaries. In February 2014 Ms. Matsumoto was named General Manager, Affiliated Company Department, Corporate Strategy Division; and in March 2018 she was appointed Executive Specialist, Corporate Strategy Division. Ms. Matsumoto previously served as a director of Nippon Avionics Co., Ltd. from June 2015 to June 2018; in addition, Ms. Matsumoto served as a director of NEC TOKIN Corporation from 2011 until its acquisition by the Corporation on April 19, 2017. Ms. Matsumoto received a Bachelor of Economics degree from Sophia University and is a graduate of the Executive Management Program of the University of Tokyo.
Specific Qualifications and Experience Relevant to the Corporation:
The Corporation’s Board of Directors believes that it benefits from Ms. Matsumoto’s financial and mergers and acquisitions expertise, her experience with the automotive industry and with the Asian electronics components market, and her experience with, and access to, the Asian financial market.
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Age: 77
Director since 2006
____________________
Board Committees
• Compensation (Chair)
• NCG
____________________
Current Public Directorships
• Comtech Telecommunications Corp
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Robert G. Paul
Biographical Information:
Robert G. Paul
, Director, was named such in July 2006. Mr. Paul is the former President of the Base Station Subsystems Unit of Andrew Corporation, a global designer, manufacturer, and supplier of communications equipment, services, and systems, from which he retired in March 2004. From 1991 through July 2003, he was President and Chief Executive Officer of Allen Telecom Inc. which was acquired by Andrew Corporation during 2003. Mr. Paul joined Allen Telecom in 1970 where he built a career holding various positions of increasing responsibility including Chief Financial Officer. Mr. Paul currently serves on the board of directors of Comtech Telecommunications Corp., and previously served on the board of directors of Rogers Corporation from April 2000 through May 2016. He earned a Bachelor of Science degree in Mechanical Engineering from the University of Wisconsin-Madison and a Masters of Business Administration degree from Stanford University.
Specific Qualifications and Experience Relevant to the Corporation:
The Corporation’s Board of Directors believes that it benefits from Mr. Paul’s extensive experience in the communications industry, one of the primary market segments into which the Corporation sells its products. Mr. Paul’s strong financial background adds accounting expertise to both the Corporation’s Board of Directors and its Compensation Committee. In addition, Mr. Paul’s experience running a public company with markets throughout the world and manufacturing plants in Europe, Asia and the Americas provides a strong fit with the Corporation’s global markets and operations. The Corporation also benefits from Mr. Paul’s previous public company board experience.
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Age: 72
Chairman Director since 2003
Class of 2020
____________________
Board Committees
• None
____________________
Current Public Directorships
• None
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Frank G. Brandenberg
Biographical Information:
Frank G. Brandenberg
, Chairman and Director, was named such in October 2003. Before his retirement in 2003, Mr. Brandenberg was a Corporate Vice President and Sector President of Northrop Grumman Corporation from July 2001 to December 2003. Prior to joining Northrop, he previously spent 28 years at Unisys where his last position was Corporate Vice President and President, Client/Server Systems, and then later served as the President and Chief Executive Officer of EA Industries, Inc. Mr. Brandenberg served as Senior Vice President and Group Executive with Litton Industries, Inc. from November 1999 until its acquisition by Northrop in April 2001. In addition, from January 2012 through February 2018, Mr. Brandenberg served as the Chief Executive Officer of Auto-Lab, LLC, a private company and franchiser of automotive repair and maintenance facilities. He received a Bachelor of Science degree in Industrial Engineering and a Masters of Science degree in Operations Research from Wayne State University and completed the Program for Management Development at the Harvard Business School.
Specific Qualifications and Experience Relevant to the Corporation:
The Corporation’s Board of Directors believes that it benefits from Mr. Brandenberg’s experience in high-tech component businesses as well as with leading companies in the military/aerospace and computer‑related industries, significant market segments into which the Corporation sells its products. The Corporation also benefits from Mr. Brandenberg’s previous public company board experience.
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Age: 76
Director since 2008
Class of 2021
____________________
Board Committees
• Audit
• Compensation
____________________
Current Public Directorships
• None
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Dr. Wilfried Backes
Biographical Information:
Dr. Wilfried Backes, Director, was named such in March 2008. Dr. Backes served as Executive Vice President and Chief Financial Officer of EPCOS AG, a major publicly-traded passive electronic components company headquartered in Germany, from 2002 through his retirement in 2006. Dr. Backes previously served as Executive Vice President, Chief Financial Officer and Treasurer of Osram Sylvania, Inc. from 1992 to 2002. Prior to that time, Dr. Backes held various senior management positions with Siemens AG including the position of President and Chief Executive Officer of Siemens Components, Inc. from 1989 to 1992. He received Diplom-Volkswirt and Dr. rer. pol. Degrees from Rheinische Friedrich-Wilhelms-Universität in Bonn, Germany.
Specific Qualifications and Experience Relevant to the Corporation:
The Corporation’s Board of Directors believes that it benefits from Dr. Backes’ fifteen years of international experience within the electronic passive components industry, as well as his experience in the industrial/lighting industry, the Corporation’s largest market segment into which it sells its products. In addition, Dr. Backes’ strong financial background adds accounting expertise to both the Corporation’s Board of Directors and its Audit Committee.
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Age: 71
Director since 2006
Class of 2021
____________________
Board Committees
• NCG (Chair)
• Compensation
____________________
Current Public Directorships
• Blue Bird Corporation
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Gurminder S. Bedi
Biographical Information:
Gurminder S. Bedi,
Director, was named such in May 2006. Mr. Bedi served as Vice President of Ford Motor Company from October 1998 through his retirement in December 2001. Mr. Bedi served in a variety of other managerial positions at Ford Motor Company for more than thirty years. He is currently on the board of directors of Blue Bird Corporation, and previously served as a director of Compuware Corporation from 2002 until December 2014 (including Chairman from April 2013 through December 2014) and Actuant Corporation from 2008 until March 2018. He earned a Bachelor of Science degree in Mechanical Engineering from George Washington University and a Masters of Business Administration degree from the University of Detroit.
Specific Qualifications and Experience Relevant to the Corporation:
The Corporation’s Board of Directors believes that it benefits from Mr. Bedi’s strong technical background, as well as his extensive experience with Ford Motor Company, a global leader in the automotive industry, a key market segment into which the Corporation sells its products. The Corporation also benefits from Mr. Bedi’s previous public company board experience.
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Age: 66
Chief Executive Officer Director since 2018
Class of 2021
____________________
Board Committees
• None
____________________
Current Public Directorships
• None
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William M. Lowe, Jr.
Biographical Information:
William M. Lowe, Jr.
, Chief Executive Officer and Director, was named such in December 2018. Mr. Lowe joined the Corporation in July 2008 as its Executive Vice President and Chief Financial Officer. Mr. Lowe previously served as the Vice President, Chief Operating Officer and Chief Financial Officer of Unifi, Inc., a producer and processor of textured synthetic yarns from January 2004 to October 2007. Prior to holding that position, he was Executive Vice President and Chief Financial Officer for Metaldyne, an automotive components manufacturer. He also held various financial management positions with ArvinMeritor, Inc., a premier global supplier of integrated automotive components. Mr. Lowe received his B.S. degree in business administration with a major in accounting from Tri-State University and was certified as a Certified Public Accountant in the state of Ohio (current license status inactive).
Specific Qualifications and Experience Relevant to the Corporation:
The Corporation's Board of Directors believes that it benefits from Mr. Lowe's successful operational and financial management experience with leading global manufacturing companies as well as his successful experience with the global financial market. These experiences and Mr. Lowe's ongoing leadership as CEO of the Corporation and interaction with the Corporations investors, customers and suppliers provide the Board of Directors with industry expertise and a deep understanding of the Corporation's business and operations and the economic environment in which it operates.
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Age: 78
Director since 1992
Class of 2020
____________________
Board Committees
• Audit (Chair)
• NCG
____________________
Current Public Directorships
• None
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E. Erwin Maddrey, II
Biographical Information:
E. Erwin Maddrey, II
, Director, was named such in May 1992. Mr. Maddrey is President of Maddrey and Associates, a personal investments vehicle, and has served in such capacity since July 2000. Mr. Maddrey was President, Chief Executive Officer, and a Director of Delta Woodside Industries, a textile manufacturer, from 1984 through June 2000. Prior thereto, Mr. Maddrey served as President, Chief Operating Officer, and Director of Riegel Textile Corporation. Mr. Maddrey also serves on the board of directors for Blue Cross/Blue Shield of South Carolina as well as several non-profit organizations.
Specific Qualifications and Experience Relevant to the Corporation:
The Corporation’s Board of Directors believes that it benefits from the broad expertise acquired by Mr. Maddrey as an officer and director in a variety of for-profit and not-for-profit organizations, including extensive financial experience which allows Mr. Maddrey to serve effectively as the Chairman of the Corporation’s Audit Committee. The Corporation also benefits from Mr. Maddrey’s previous public company board experience.
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Age: 64
Director since 2018
Class of 2020
____________________
Board Committees
• Audit
____________________
Current Public Directorships
• None
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Karen M. Rogge
Biographical Information:
Karen M. Rogge
, Director, was named such in May 2018. Ms. Rogge is President of the RYN Group LLC, a management consulting business, which she founded in 2010. She served as the Interim Vice President and Chief Financial Officer for Applied Micro Circuits Corporation, a global semi-conductor company, from August 2015 to January 2016. Previously, Ms. Rogge served as the Chief Financial Officer and Senior Vice President of Extreme Networks, Inc., a computer network company, from April 2007 to July 2009. Earlier in her career, she held executive financial and operations management positions at Hewlett Packard Company, Seagate Technology, and Inktomi Corporation. Ms. Rogge served as an independent Board Director for AeroCentury Corporation, a publicly traded aircraft leasing company, from June 2017 to May 2018. She received a Master of Business Administration degree from Santa Clara University, and a Bachelor of Science degree in Business Administration, with an accounting
concentration, from California State University, Fresno.
Specific Qualifications and Experience Relevant to the Corporation:
The Corporation’s Board of Directors believes that it benefits from Ms. Rogge's extensive experience in the technology industry, and her experience as a financial and operations executive in publicly traded companies.
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•
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Consider and review with management, the internal audit group and the independent public accountants the effectiveness or weakness of the Corporation’s internal controls. Develop in consultation with management a timetable for implementing recommendations to correct identified weaknesses.
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•
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Review the coordination between the independent public accountants and internal auditors; review the risk assessment processes, scope and procedures of the Corporation’s internal audit work and whether such risk assessment process, scope and procedures are adequate to attain the internal audit objectives as determined by the Corporation’s management and approved by the committee; and review the quality and composition of the Corporation’s internal audit staff.
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•
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Review management’s monitoring of the Corporation’s compliance with laws and the Corporation’s Code of Conduct and ensure that management has proper review systems in place to ensure that the Corporation’s financial statements, reports and other information disseminated to governmental organizations and the public satisfy legal requirements.
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•
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The Corporation’s Chief Compliance Officer provides reports to the Audit Committee concerning activities related to the Corporation’s whistleblower hotline and other compliance issues.
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Each director was paid a director’s fee at the annual rate of $70,000.
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The Chairman received an annual retainer of $35,000.
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The Chairman of the Audit Committee of the Board received an annual retainer of $15,000, and each other member of the Audit Committee received an annual retainer of $10,000.
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The Chairman of the Compensation Committee received an annual retainer of $15,000, and each other member of the Compensation Committee received an annual retainer of $10,000.
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The Chairman of the Nominating and Corporate Governance Committee received an annual retainer of $10,000, and each other member of the Nominating and Corporate Governance Committee received an annual retainer of $5,000.
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All directors were reimbursed for out-of-pocket expenses incurred in connection with attending meetings.
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No additional fees were paid for attendance at meetings of the Board or a Committee of the Board.
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•
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Each non-employee director received an annual grant of restricted stock units (“Director RSUs”), which vest on the date of grant. Dr. Backes and Messrs. Brandenberg, Maddrey and Paul each received a grant of 10,000 Director RSUs, and Messrs. Bedi and Kotzubei and Ms. Matsumoto each received a grant of 9,900 Director RSUs. In addition, Messrs. Bedi and Kotzubei and Ms. Matsumoto each received a grant of 100 shares of restricted Common Stock. Upon settlement, each Director RSU is converted into a share of restricted Common Stock and delivered to the director. Prior to the grant date, each director can elect to defer the settlement of his Director RSUs beyond the vesting date to a specific later date or to the termination date of his service on the Board. Restricted shares of Common Stock that have been granted to directors or converted from Director RSUs are restricted and cannot be sold until 90 days after the director resigns from his or her position as a member of the Board or until the director achieves the targeted ownership under the Corporation's stock ownership guidelines, and then only to the extent that such ownership exceeds the target.
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Name
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Fees Earned or Paid in Cash ($)
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Stock Awards ($)(1)
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Total ($)
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Dr. Wilfried Backes
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90,000
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255,000
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345,000
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Gurminder S. Bedi
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90,000
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255,000
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345,000
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Joseph V. Borruso²
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22,500
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—
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22,500
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Frank G. Brandenberg
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105,000
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255,000
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360,000
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Jacob T. Kotzubei
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75,000
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255,000
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330,000
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E. Erwin Maddrey, II
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90,000
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255,000
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345,000
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Yasuko Matsumoto
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70,000
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255,000
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325,000
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Robert G. Paul
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90,000
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255,000
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345,000
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Karen M. Rogge³
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67,033
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213,767
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280,800
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(1)
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Represents the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”) for the following restricted stock unit grants: (a) 10,000 Director RSUs with a grant date fair value of
$255,000
granted on
August 1, 2018
to each of Dr. Backes and Messrs. Brandenberg, Maddrey and Paul, (b) 9,900 Director RSUs with a grant date fair value of $252,450 granted on
August 1, 2018
and 100 shares of restricted Common Stock with a grant date fair value of $2,550 granted on August 1, 2018 to each of Messrs. Bedi and Kotzubei and Ms. Matsumoto, and (c) 8,283 Director RSUs with a grant date fair value of $211,217 granted on
August 1, 2018
and 100 shares of restricted Common Stock with a grant date fair value of $2,550 granted on August 1, 2018 to Ms. Rogge.
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(2)
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Mr. Borruso retired from the Board on May 30, 2018.
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(3)
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Ms. Rogge's director compensation was prorated based on her May 30, 2018 election by the Board to fill the vacancy created by Mr. Borruso's retirement.
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Name
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Attainment of Targeted Corporation Share Ownership
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Dr. Wilfried Backes
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633.0
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%
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Gurminder S. Bedi
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566.5
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%
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Frank G. Brandenberg
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565.7
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%
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Jacob T. Kotzubei
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536.0
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%
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E. Erwin Maddrey, II
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663.4
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%
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Yasuko Matsumoto
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146.0
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%
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Robert G. Paul
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666.7
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%
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Karen M. Rogge¹
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67.7
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%
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•
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Our revenues
improved
by $182.6 million (15.2%);
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•
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Our gross margins
improved
from 28.3% to 33.2% (490 basis points);
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•
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Our Adjusted EBITDA
(1)
improved
by $97.8 million (51.0%);
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•
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Our Adjusted net income
(1)
per diluted share
improved
from $1.74 to $3.54 (103.4%).
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•
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Our debt-to-EBITDA leverage ratio (total debt divided by Adjusted EBITDA
(1)
)
improved
from 1.7 to 1.0 (39.9%).
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(1)
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Adjusted EBITDA and Adjusted net income are non-GAAP financial measures. See pages 56-59 of our annual report on Form 10-K filed with the SEC on May 30,
2019
for additional information regarding Adjusted EBITDA and Adjusted net income and reconciliations to the most directly comparable financial measure prepared in accordance with GAAP.
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Key Philosophy Tenets
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Stockholder Alignment
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NEOs should be compensated through pay components (base salaries, annual- and long-term incentives) designed to create long-term value for our stockholders, as well as foster a culture of ownership.
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Pay for Performance
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A large portion of a NEO’s total compensation should be variable (“at risk”) and tied to the achievement of the organization’s financial performance, as well as team and individual contributions.
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Competitiveness
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Provide a structure that is internally fair and equitable for the skills and knowledge required to perform each individual role; and provide an externally competitive compensation structure for positions of similar skill, responsibilities, and geographic location.
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Attraction and Retention
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The executive compensation program should enable the organization to attract executives with a technical background, international experience and the broader skills necessary for the management of a global corporation.
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Directors, Named Executive Officers and 5% Stockholders
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Amount and Nature of Beneficial Ownership
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Percent of Class
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Per-Olof Loof
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808,590
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(1
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)
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1.39
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%
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William M. Lowe, Jr.
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188,244
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(2
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)
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*
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Gregory C. Thompson
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11,100
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*
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Claudio Lollini
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143,996
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(3
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)
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*
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Charles C. Meeks, Jr.
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70,830
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(4
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)
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*
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Stefano Vetralla
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41,107
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(5
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)
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*
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Dr. Wilfried Backes
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78,334
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(6
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)
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*
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Gurminder S. Bedi
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70,101
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(7
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)
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*
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Frank G. Brandenberg
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70,001
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(8
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)
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*
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Jacob T. Kotzubei
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66,330
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(9
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)
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*
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E. Erwin Maddrey, II
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82,096
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(10
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)
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*
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Yasuko Matsumoto
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18,072
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|
(11
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)
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*
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Robert G. Paul
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82,503
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|
(12
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)
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*
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Karen M. Rogge
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8,383
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|
(13
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)
|
*
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All Directors and Executive Officers as a Group (16 persons)
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1,023,534
|
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(14
|
)
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1.76
|
%
|
BlackRock, Inc.
|
|
8,196,629
|
|
(15
|
)
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14.13
|
%
|
The Vanguard Group
|
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3,594,374
|
|
(16
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)
|
6.20
|
%
|
Dimensional Fund Advisors LP
|
|
3,033,442
|
|
(17
|
)
|
5.23
|
%
|
*
|
Percentage of shares beneficially owned does not exceed one percent of class.
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(1)
|
Mr. Loof separated service with the Corporation effective December 19, 2018. The number of shares indicated as held by Mr. Loof is based on the most recent information known to the Corporation and may not reflect Mr. Loof's current ownership.
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(2)
|
Represents 188,244 restricted shares of Common Stock ("Restricted Shares"). Restricted Shares cannot be sold until 90 days after termination of service with the Corporation or until the director or officer achieves the targeted ownership under the Corporation's stock ownership guidelines, and only to the extent that such ownership exceeds the target.
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(3)
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Represents 143,996 Restricted Shares.
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(4)
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Includes 68,330 Restricted Shares.
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(5)
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Represents 41,107 Restricted Shares.
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(6)
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Represents 8,333 Restricted Shares and 70,001 vested Director RSUs.
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(7)
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Represents 100 Restricted Shares and 70,001 vested Director RSUs.
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(8)
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Represents 70,001 vested Director RSUs.
|
(9)
|
Represents 100 Restricted Shares and 66,230 vested Director RSUs.
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(10)
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Includes 10,762 Restricted Shares and 70,001 vested Director RSUs.
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(11)
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Represents 100 Restricted Shares and 17,972 vested Director RSUs.
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(12)
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Includes 10,000 Restricted Shares and 70,001 vested Director RSUs.
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(13)
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Represents 100 Restricted Shares and 8,283 vested Director RSUs.
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(14)
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Includes 561,446 Restricted Shares and 442,490 vested Director RSUs.
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(15)
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According to a Schedule 13G filed with the SEC on January 31, 2019 by BlackRock, Inc., as of December 31, 2018, BlackRock, Inc. has sole voting power for 8,068,240 shares and sole dispositive power for 8,196,629 shares. The address for this reporting person is 55 East 52nd Street, New York, NY 10055.
|
(16)
|
According to a Schedule 13G filed with the SEC on February 11, 2019 by The Vanguard Group, as of December 31, 2018, The Vanguard Group has sole voting power for 54,422 shares, sole dispositive power for 3,541,254 shares, shared voting power for 3,600 shares, and shared dispositive power for 53,120 shares. The address for this reporting person is 100 Vanguard Blvd., Malvern, PA 19355.
|
(17)
|
According to a Schedule 13G filed with the SEC on February 8, 2019 by Dimensional Fund Advisors LP, as of December 31, 2018, Dimensional Fund Advisors LP has sole voting power for 2,894,360 shares and sole dispositive power for 3,033,442 shares. The address for this reporting person is Building One, 6300 Bee Cave Road, Austin, TX 78746.
|
NEO
|
Position
|
William M. Lowe, Jr.
|
Chief Executive Officer
|
Per-Olof Loof
|
Former-Chief Executive Officer
|
Gregory C. Thompson
|
Executive Vice President and Chief Financial Officer
|
Claudio Lollini
|
Senior Vice President, Global Sales & Marketing
|
Charles C. Meeks, Jr.
|
Executive Vice President, Solid Capacitors - Tantalum
|
Stefano Vetralla
|
Senior Vice President, Chief Human Resources Officer
|
(1)
|
Adjusted EBITDA is a non-GAAP financial measure. See pages 56-59 of our annual report on Form 10-K filed with the SEC on May 30, 2019 for additional information regarding Adjusted EBITDA and a reconciliation to the most directly comparable financial measure prepared in accordance with GAAP.
|
2019 – A Year of Strong Results
|
ü
Revenue increase of over 15.2%
|
ü
Gross Margin increase of 35.1% and Gross Margin percentage increase of 490 basis points
|
ü
Adjusted EBITDA increase of approx. 51%
|
|
|
Significant gain or strong performance in every key financial metric!
|
•
|
Base Salaries: All of the NEOs except Mr. Lowe received modest base salary increases of between 3.0% and 6.3%. Mr. Lowe was appointed CEO after the departure of Mr. Loof. In connection with his new position, Mr. Lowe postponed his pending retirement and received a new base salary and employment contract.
|
•
|
KEMET Annual Incentive Program (“KAIP”): Based on the Corporation’s performance, individual performance and in certain cases business group performance, the Compensation Committee awarded the NEOs (except for Mr. Loof, who became ineligible due to his separation from the Corporation) between 150% and 200% of their respective target award opportunities. For more information, please refer to page 27.
|
•
|
2019
/
2020
Long-Term Incentive Program (“LTIP”): The Compensation Committee granted target awards to our NEOs (except for Mr. Loof, who became ineligible due to his separation from the Corporation) 60% of which are performance-based and 40% of which are time-based. For more information, please refer to page 30.
|
What We Do
|
What We Do Not Do
|
ü
Place a heavy emphasis on variable compensation
|
× Provide “single trigger” change in control severance
benefits
|
ü
Require significant stock ownership
|
× Offer significant perquisites
|
ü
Maintain a ‘clawback’ policy
|
× Allow excise tax gross up upon a change in control
|
ü
Conduct annual compensation risk assessments
|
× Permit short selling of our stock
|
ü
Use an independent compensation consultant
|
× Guarantee base salaries
|
ü
Set meaningful performance goals that are an incentive for strong performance without encouraging undue risk taking
|
× Allow hedging or pledging of our stock held by executives
|
•
|
Base salary (fixed compensation);
|
•
|
Annual bonus incentives (cash bonuses);
|
•
|
Long-term incentive compensation that,
if earned, is
paid in the form of cash and restricted stock;
|
•
|
Limited perquisites and other personal benefits; and
|
•
|
Retirement programs (broad-based and executive-level) and health and welfare benefits that are available to other employees.
|
Key Philosophy Tenets
|
|
Stockholder Alignment
|
NEOs should be compensated through pay components (base salaries, annual- and long-term incentives) designed to create long-term value for our stockholders, as well as foster a culture of ownership.
|
Pay for Performance
|
A large portion of a NEO’s total compensation should be variable (“at risk”) and tied to the achievement of the organization’s financial performance, as well as team and individual contributions.
|
Competitiveness
|
Provide a structure that is internally fair and equitable for the skills and knowledge required to perform each individual role; and provide an externally competitive compensation structure for positions of similar skill, responsibilities, and geographic location.
|
Attraction and Retention
|
The executive compensation program should enable the organization to attract executives with a technical background, international experience and the broader skills necessary for the management of a global corporation.
|
Compensation Component
|
How It Is Paid
|
Purpose
|
Base salary
|
Cash
(Fixed) |
Provide a base level of compensation that fairly accounts for the external market value, skills and responsibilities of a specific position and that provides our NEOs with a stable amount of compensation.
|
KAIP
(annual incentive) |
Cash
(Variable) |
Reward NEOs based on the Corporation’s achievement of pre-determined annual financial goals, as well as team and individual contributions to annual performance results.
|
LTIP
(long-term incentive) |
Cash and Equity
(Variable) |
Based in part on achievement of pre-determined financial goals over a two-year measurement period, provide NEOs with significant additional incentive to promote the long-term financial success of the Corporation, and create stockholder value, as well as support our leadership retention objectives.
|
Company
|
Ticker
|
Business Description
|
TTM Technologies Inc.
|
TTM
|
TTM Technologies, Inc., together with its subsidiaries, manufactures printed circuit boards (PCBs) worldwide.
|
Vishay Intertechnology Inc.
|
VSH
|
Vishay Intertechnology, Inc. manufactures and supplies discrete semiconductors and passive components in the Americas, Europe, and Asia.
|
Teradyne Inc.
|
TER
|
Teradyne, Inc. designs, develops, manufactures, and sells automatic test equipment worldwide.
|
National Instruments Corporation
|
NATI
|
National Instruments Corporation designs, manufactures, and sells systems to engineers and scientists worldwide.
|
AVX Corp.
|
AVX
|
AVX Corporation, together with its subsidiaries, manufactures and supplies various passive electronic components, interconnect devices, and related products worldwide.
|
Integer Holdings Corporation
|
ITGR
|
Integer Holdings Corporation operates as a medical device outsource manufacturer worldwide.
|
Littelfuse Inc.
|
LFUS
|
Littelfuse, Inc. designs, manufactures, and sells circuit protection devices for use in the automotive, electronics, and industrial markets worldwide.
|
Viavi Solutions Inc.
|
VIAV
|
Viavi Solutions Inc. provides network test, monitoring, and assurance solutions to communications service providers, and enterprises and their ecosystems worldwide.
|
Diodes Incorporated
|
DIOD
|
Diodes Incorporated, together with its subsidiaries, designs, manufactures, and supplies application-specific standard products in the discrete, logic, and analog and mixed semiconductor markets primarily in Asia, North America, and Europe.
|
Methode Electronics, Inc.
|
MEI
|
Methode Electronics, Inc. designs, manufactures, and markets component and subsystem devices in the United States and internationally.
|
Rogers Corporation
|
ROG
|
Rogers Corporation designs, develops, manufactures, and sells engineered materials and components worldwide.
|
Intersil Corporation
|
ISIL
|
Intersil Corporation designs and develops power management and precision analog integrated circuits (ICs) for applications in the infrastructure, industrial, automotive, military, aerospace, computing, and consumer markets.
|
CTS Corporation
|
CTS
|
CTS Corporation designs, manufactures, and sells a range of sensors, electronic components, and actuators primarily to original equipment manufacturers for the transportation, communications, defense and aerospace, medical, industrial, and information technology markets.
|
KEMET Corp.
|
KEM
|
KEMET Corporation, together with its subsidiaries, manufactures and sells passive electronic components under the KEMET brand worldwide.
|
|
|
Executive
|
|
Calendar Year 2018 Base Salary $
|
|
Calendar Year 2019 Base Salary $
|
|
Adjustment $
|
|
Adjustment %
|
||||
William M. Lowe, Jr.
|
|
Chief Executive Officer
|
|
573,523
|
|
|
725,000
|
|
|
151,477
|
|
|
26.4
|
%
|
Per-Olof Loof
|
|
Former Chief Executive Officer
|
|
920,000
|
|
|
920,000
|
|
|
n/a
|
|
n/a
|
||
Gregory C. Thompson
|
|
Executive Vice President and Chief Financial Officer
|
|
—
|
|
|
575,000
|
|
|
575,000
|
|
|
hired 12/1/2018
|
|
Claudio Lollini
|
|
Senior Vice President, Global Sales & Marketing
|
|
324,450
|
|
|
345,000
|
|
|
20,550
|
|
|
6.3
|
%
|
Charles C. Meeks, Jr.
|
|
Executive Vice President, Solid Capacitors - Tantalum
|
|
437,091
|
|
|
450,000
|
|
|
12,909
|
|
|
3.0
|
%
|
Stefano Vetralla
|
|
Senior Vice President, Chief Human Resources Officer
|
|
284,630
|
|
|
300,000
|
|
|
15,370
|
|
|
5.4
|
%
|
|
|
Threshold Performance
|
|
Target Performance
|
|
Maximum Performance
|
||||||||||||
NEO
|
|
($)
|
|
(%)
|
|
($)
|
|
(%)
|
|
($)
|
|
(%)
|
||||||
William M. Lowe, Jr.
|
|
362,500
|
|
|
50
|
|
|
725,000
|
|
|
100
|
|
|
1,450,000
|
|
|
200
|
|
Per-Olof Loof
|
|
460,000
|
|
|
50
|
|
|
920,000
|
|
|
100
|
|
|
1,840,000
|
|
|
200
|
|
Gregory C. Thompson
|
|
201,250
|
|
|
35
|
|
|
402,500
|
|
|
70
|
|
|
805,000
|
|
|
140
|
|
Claudio Lollini
|
|
103,500
|
|
|
30
|
|
|
207,000
|
|
|
60
|
|
|
414,000
|
|
|
120
|
|
Charles C. Meeks, Jr.
|
|
157,500
|
|
|
35
|
|
|
315,000
|
|
|
70
|
|
|
630,000
|
|
|
140
|
|
Stefano Vetralla
|
|
90,000
|
|
|
30
|
|
|
180,000
|
|
|
60
|
|
|
360,000
|
|
|
120
|
|
Executive
|
|
Corporate Performance
|
|
Business Segment Performance
|
|
Individual Performance
|
William M. Lowe, Jr.
|
|
70%
|
|
N/A
|
|
30%
|
Per-Olof Loof
|
|
70%
|
|
N/A
|
|
30%
|
Gregory C. Thompson
|
|
70%
|
|
N/A
|
|
30%
|
Claudio Lollini
|
|
70%
|
|
N/A
|
|
30%
|
Charles C. Meeks, Jr.
|
|
30%
|
|
40% Solid Capacitors - Tantalum Business Segment
|
|
30%
|
Stefano Vetralla
|
|
70%
|
|
N/A
|
|
30%
|
Weighting
(% of Business Opportunity)
|
|
Corporate
Performance Measure
|
|
Threshold ($)
|
|
Target ($)
|
|
Maximum ($)
|
|
Actual Results ($)
|
40%
|
|
Adjusted EBITDA
|
|
158.6
|
|
198.3
|
|
238.0
|
|
289.5
|
15%
|
|
Free Cash Flow
|
|
68.6
|
|
85.8
|
|
103.0
|
|
128.0
|
15%
|
|
Revenue
|
|
1,127.1
|
|
1,252.3
|
|
1,377.5
|
|
1,382.8
|
Weighting
(% of Bonus Opportunity)
|
|
Corporate and Business Segment Performance Measure
|
|
Threshold ($)
|
|
Target ($)
|
|
Maximum ($)
|
|
Actual Results ($)
|
25%
|
|
TA Adjusted EBITDA
|
|
126.9
|
|
158.6
|
|
190.3
|
|
211.6
|
15%
|
|
TA Revenue
|
|
459.0
|
|
510.0
|
|
561.0
|
|
563.3
|
15%
|
|
Corporate Adjusted EBITDA
|
|
158.6
|
|
198.3
|
|
238.0
|
|
289.5
|
10%
|
|
Corporate Free Cash Flow
|
|
68.6
|
|
85.8
|
|
103.0
|
|
128.0
|
5%
|
|
Corporate Revenue
|
|
1,127.1
|
|
1,252.3
|
|
1,377.5
|
|
1,382.8
|
Executive
|
|
Target KAIP ($)
|
|
Actual KAIP ($)
|
|
Actual KAIP as a % of Target (%)
|
|||
William M. Lowe, Jr.
|
|
725,000
|
|
|
1,341,250
|
|
|
185
|
%
|
Per-Olof Loof
|
|
920,000
|
|
|
n/a (1)
|
|
n/a (1)
|
||
Gregory C. Thompson
|
|
402,500
|
|
|
762,738
|
|
|
190
|
%
|
Charles C. Meeks, Jr.
|
|
315,000
|
|
|
630,000
|
|
|
200
|
%
|
Claudio Lollini
|
|
207,000
|
|
|
392,265
|
|
|
190
|
%
|
Stefano Vetralla
|
|
180,000
|
|
|
341,100
|
|
|
190
|
%
|
NEO
|
|
2019/2020 Performance LTIP
|
|
2019/2020 Time LTIP
|
||||||
|
|
% of Base Salary (at Target)
|
|
% of Base Salary (at Target)
|
||||||
|
|
Minimum
|
|
Target
|
|
Maximum
|
|
|||
William M. Lowe, Jr.
|
|
30%
|
|
60%
|
|
160
|
%
|
(1)
|
|
40%
|
Per-Olof Loof
|
|
30%
|
|
60%
|
|
160%
|
|
40%
|
||
Gregory C. Thompson
|
|
30%
|
|
60%
|
|
90%
|
|
40%
|
||
Charles C. Meeks, Jr.
|
|
30%
|
|
60%
|
|
90%
|
|
40%
|
||
Claudio Lollini
|
|
22.5%
|
|
45%
|
|
67.5%
|
|
30%
|
||
Stefano Vetralla
|
|
22.5%
|
|
45%
|
|
68%
|
|
30%
|
Performance Measure
|
|
Threshold ($)
|
|
Target ($)
|
|
Maximum ($)
|
|
Actual Results ($)
|
||||
Adjusted EBITDA (in millions)
|
|
225.0
|
|
|
300.0
|
|
|
375.0
|
|
|
481.3
|
|
NEO
|
Performance Cash Award ($)
|
|
Performance Shares Granted (#)
|
|
William M. Lowe, Jr.
|
$506,049
|
|
—
|
|
Per-Olof Loof
|
$0
|
|
|
|
Gregory C. Thompson
|
$0
|
(1)
|
—
|
|
Claudio Lollini
|
$208,575
|
|
—
|
|
Charles C. Meeks, Jr.
|
$381,924
|
|
—
|
|
Stefano Vetralla
|
$168,639
|
|
—
|
|
NEO
|
Stock Ownership Guideline
|
William M. Lowe, Jr.
|
Five (5) times base salary
|
Per-Olof Loof
|
Five (5) times base salary
|
Gregory C. Thompson
|
Three (3) times base salary
|
Claudio Lollini
|
Two (2) times base salary
|
Charles C. Meeks, Jr.
|
Three (3) times base salary
|
Stefano Vetralla
|
Two (2) times base salary
|
Name and Principal Position
|
|
Year
|
|
Salary ($)
|
|
Bonus ($)(1)
|
|
Stock Awards ($)(2)
|
|
Non-Equity Incentive Plan Compensation ($)(3)
|
|
All-Other Compensation ($)(5)
|
|
Total ($)
|
||||||
William M. Lowe, Jr. Chief Executive
|
|
2019
|
|
611,392
|
|
|
326,250
|
|
|
1,106,409
|
|
|
1,521,049
|
|
|
52,712
|
|
|
3,617,812
|
|
Officer, former Executive Vice President and
|
|
2018
|
|
565,088
|
|
|
180,660
|
|
|
224,911
|
|
|
1,053,363
|
|
|
13,614
|
|
|
2,037,636
|
|
Chief Financial Officer
|
|
2017
|
|
549,995
|
|
|
236,156
|
|
|
218,360
|
|
|
518,703
|
|
|
19,030
|
|
|
1,542,244
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Per-Olof Loof
|
|
2019
|
|
668,095
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,256
|
|
|
689,351
|
|
former Chief Executive Officer
|
|
2018
|
|
886,250
|
|
|
552,000
|
|
|
2,657,001
|
|
|
2,338,000
|
|
|
177,039
|
|
|
6,610,290
|
|
|
|
2017
|
|
875,000
|
|
|
525,000
|
|
|
350,000
|
|
|
1,072,381
|
|
|
191,344
|
|
|
3,013,725
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Gregory C. Thompson
|
|
2019
|
|
191,667
|
|
|
199,238
|
|
|
2,048,000
|
|
|
563,500
|
|
|
55,585
|
|
|
3,057,990
|
|
Executive Vice President
|
|
2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Chief Financial Officer
|
|
2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Claudio Lollini
|
|
2019
|
|
337,425
|
|
|
102,465
|
|
|
97,335
|
|
|
498,375
|
|
|
1,838,826
|
|
|
2,874,426
|
|
Senior Vice President,
|
|
2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Global Sales and Marketing
|
|
2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Charles C. Meeks, Jr.
|
|
2019
|
|
443,545
|
|
|
189,000
|
|
|
174,836
|
|
|
822,924
|
|
|
47,081
|
|
|
1,677,386
|
|
Executive Vice President,
|
|
2018
|
|
427,542
|
|
|
156,041
|
|
|
169,744
|
|
|
799,149
|
|
|
49,290
|
|
|
1,601,766
|
|
Solid Capacitors -Tantalum
|
|
2017
|
|
415,090
|
|
|
125,653
|
|
|
164,800
|
|
|
398,361
|
|
|
43,973
|
|
|
1,147,877
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Stefano Vetralla
|
|
2019
|
|
305,333
|
|
|
89,100
|
|
|
90,697
|
|
|
420,639
|
|
|
1,928,007
|
|
|
2,833,776
|
|
Senior Vice President,
|
|
2018
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Chief Human Resources Officer
|
|
2017
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Amounts reflected under the “Bonus” column for 2017, 2018, and 2019 represent the discretionary portion of each NEO’s KAIP payable on account of the NEO’s individual performance.
|
(2)
|
Amounts reflected under the “Stock Awards” column for 2017, 2018, and 2019 represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of the time-vesting RSUs. Includes a special Award granted to Mr. Lowe by the Board for 50,000 RSUs on January 1, 2019. Also, Mr. Thompson was granted a special award granted by the Board on December 1, 2018, upon his hire of 100,000 RSUs.
|
(3)
|
The amounts shown in this column for 2017, 2018, and 2019 reflect awards under the KAIP on account of the Corporation’s performance and, if applicable, the applicable business group’s performance (as noted above, the individual performance component of the KAIP is included in the “Bonus” column) and the portion of the LTIP payable in cash. The table below summarizes the breakdown between KAIP and LTIP received by each NEO. Non-equity incentive plan compensation for each of our NEOs for fiscal 2019, 2018 and 2017 consists of the following:
|
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
Named Executive Officer
|
|
Non-Discretionary
KAIP ($) |
|
2018/2019 LTIP ($)(a)
|
|
Non-Discretionary
KAIP ($) |
|
2016/2017 LTIP ($)(b)
|
|
KAIP ($)
|
|
2015/2016 LTIP ($)(c)
|
||||||
William M. Lowe
|
|
1,015,000
|
|
|
506,049
|
|
|
388,323
|
|
|
130,380
|
|
|
279,498
|
|
|
22,725,027
|
|
Per-Olof Loof
|
|
|
|
|
|
863,281
|
|
|
209,100
|
|
|
635,201
|
|
|
209,100
|
|
||
Gregory C. Thompson
|
|
289,800
|
|
|
208,575
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Charles C. Meeks, Jr.
|
|
441,000
|
|
|
381,924
|
|
|
299,961
|
|
|
98,400
|
|
|
205,529
|
|
|
8,470
|
|
Claudio Lollini
|
|
252,000
|
|
|
168,639
|
|
|
190,696
|
|
|
54,428
|
|
|
121,649
|
|
|
52,583
|
|
Stefano Vetralla
|
|
563,500
|
|
|
—
|
|
|
|
|
|
|
|
|
|
(a)
|
The amount shown reflects the total amount of cash paid in June
2019
under the cash portion of the
2018
/
2019
LTIP due to the Corporation’s performance.
|
(b)
|
The amount shown reflects the total amount of cash paid in May
2018
under the cash portion of the
2017
/
2018
LTIP due to the Corporation’s performance.
|
(c)
|
The amount shown reflects the total amount of cash paid in May
2017
under the cash portion of the
2016
/
2017
LTIP due to the Corporation’s performance.
|
(4)
|
All other compensation for each of the Named Executive Officers for fiscal year
2019
consists of the following:
|
Name
|
Year
|
|
Corporate Contributions to Retirement and 401(k) Plans
($)(a) |
|
Executive Travel Service
(b) |
|
Company Car
($) |
|
Tax Reimburse-ments ($)
|
|
Other
($) |
|
Total
($) |
||||||
William M. Lowe, Jr.
|
2019
|
|
16,456
|
|
|
4,800
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,256
|
|
Per-Olof Loof
|
2019
|
|
35,267
|
|
|
3,600
|
|
|
—
|
|
|
—
|
|
|
2,438
|
|
(c)
|
41,305
|
|
Gregory C. Thompson
|
2019
|
|
51,512
|
|
|
1,200
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52,712
|
|
Charles C. Meeks, Jr.
|
2019
|
|
55,585
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55,585
|
|
Claudio Lollini
|
2019
|
|
42,281
|
|
|
4,800
|
|
|
|
|
—
|
|
|
—
|
|
|
47,081
|
|
|
Stefano Vetralla
|
2019
|
|
30,207
|
|
|
—
|
|
|
11,204
|
|
|
—
|
|
|
1,797,415
|
|
(d)
|
1,838,826
|
|
(a)
|
Includes company match contributions (the aggregate of which is not to exceed 6% of base salary and bonus) for the deferred compensation plan, the Secured Benefit Plan, and defined contribution retirement plan.
|
(b)
|
Represents fees paid for an elevated tier of service offered by our business travel management provider to assist in expediting travel arrangements, avoiding travel disruptions and rescheduling as required.
|
(c)
|
Represents amounts for spousal travel in connection with attendance at Corporation events and events sponsored by Corporation-supported charitable organizations, as well as amounts paid for home office phone expenses, and supplies.
|
(d)
|
Represents amounts for Auto ($11,204), Housing ($30,700) and Tax Equalization ($1,766,415) all related to his expatriate assignment within the US. Mr. Vetralla's expatriate assignment ended 12/31/2018 and he is now a US employee. All items that need to be converted from Euros to USD were converted using the Exchange factor as of 12/31/2018.
|
|
|
|
Estimated Future Payouts Under Non-Equity Incentive Plan Awards
|
|
All Other Stock Awards: Number of Shares of Stock of Units
|
|
Grant Date Fair Value of Stock Awards ($)
|
|
Estimated Future Payouts Under Equity Incentive Plan Awards
|
||||||||||||||||
|
Grant Date
|
|
Threshold ($)
|
|
Target ($)
|
|
Maximum ($)
|
|
|
|
Threshold ($)
|
|
Target ($)
|
|
Maximum ($)
|
||||||||||
William M. Lowe, Jr.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Special RSU Grant by Board
|
1/1/2019
|
|
|
|
|
|
|
|
50,000
|
|
|
877,000
|
|
|
|
|
|
|
|
||||||
2019/2020 LTIP (1)
|
5/18/2018
|
|
168,683
|
|
|
337,366
|
|
|
506,048
|
|
|
12,845
|
|
|
229,409
|
|
|
150,000
|
|
|
300,000
|
|
|
800,000
|
|
2019 KAIP (2)
|
|
|
362,500
|
|
|
725,000
|
|
|
1,450,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Per-Olof Loof
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
2019/2020 LTIP (1)
|
5/18/2018
|
|
276,000
|
|
|
552,000
|
|
|
1,472,000
|
|
|
20,605
|
|
|
368,000
|
|
|
138,000
|
|
|
276,000
|
|
|
736,000
|
|
2019 KAIP (2)
|
|
|
460,000
|
|
|
920,000
|
|
|
1,840,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gregory C. Thompson
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Special Grant Award (3)
|
12/1/2018
|
|
|
|
|
|
|
|
100,000
|
|
|
2,048,000
|
|
|
|
|
|
|
|
||||||
2019/2020 LTIP (1)
|
5/18/2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
2019 KAIP (2)
|
|
|
201,250
|
|
|
402,500
|
|
|
805,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Charles C. Meeks, Jr.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
2019/2020 LTIP (1)
|
5/18/2018
|
|
131,127
|
|
|
262,254
|
|
|
393,380
|
|
|
9,790
|
|
|
174,836
|
|
|
65,564
|
|
|
131,127
|
|
|
196,691
|
|
2019 KAIP (2)
|
|
|
157,500
|
|
|
315,000
|
|
|
630,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Claudio Lollini
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
2019/2020 LTIP (1)
|
5/18/2018
|
|
73,002
|
|
|
146,003
|
|
|
219,005
|
|
|
5,450
|
|
|
97,335
|
|
|
36,501
|
|
|
73,001
|
|
|
109,502
|
|
2019 KAIP (2)
|
|
|
100,508
|
|
|
201,016
|
|
|
402,031
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Stefano Vetralla
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
2019/2020 LTIP (1)
|
5/18/2018
|
|
68,023
|
|
|
136,046
|
|
|
204,069
|
|
|
5,079
|
|
|
90,697
|
|
|
34,012
|
|
|
68,023
|
|
|
102,035
|
|
2019 KAIP (2)
|
|
|
90,000
|
|
|
180,000
|
|
|
360,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
Represents the estimated possible payout under the
2019
/
2020
LTIP. As described in the Compensation Discussion and Analysis, participants in the
2019
/
2020
LTIP receive Performance Awards that are partially payable in cash and partially payable in RSUs that are settled in Restricted Shares equal to the dollar amount reported in the table above divided by the stock price at the time of vesting. Participants also receive time-based RSUs, which are shown as Stock Awards.
|
(2)
|
The
2019
KAIP allowed the Named Executive Officers to earn a cash bonus based on the fiscal year
2019
performance of the Corporation, the officer’s business group (if applicable), and the officer’s individual performance, as further described in the Compensation Discussion and Analysis under the heading, “Annual Bonus Incentives for Named Executive Officers.” The threshold, target and maximum performance levels reflected in this table represent the range of amounts each of the Named Executive Officers was eligible to earn based on fiscal year
2019
performance. Actual payouts under the
2019
KAIP were above target for each of the NEOs and are reported in the Summary Compensation Table above.
|
(3)
|
Mr. Thompson was awarded a special Grant in connection with his hire by the Board of 100,000 RSUs that will vest in annual installments of 25%, 25%, and 50% over a three year period ending December 1, 2021 (each subject to Mr. Thompson's continued employment with the Corporation through the applicable vesting dates).
|
•
|
The Lowe Agreement has an initial term of January 1, 2019 through March 31, 2021.
|
•
|
During the term of the Lowe Agreement, Mr. Lowe is paid an annual base salary of $725,000, subject to increases at the discretion of the Board.
|
•
|
Mr. Lowe is eligible to participate in the Corporation’s health and insurance coverage plan and the Corporation’s deferred compensation plans (described on page 33), in each case as such plans are generally available to other executive officers of the Corporation.
|
•
|
Mr. Lowe is entitled to participate in the annual KAIP program for an annual bonus targeted at an amount equal to 100% of the annual base salary, provided that the actual amount of the annual bonus payable to Mr. Lowe will be adjusted upward or downward based on the achievement of Corporation and/or individual performance metrics as established by the Board.
|
•
|
Mr. Lowe is entitled to participate in the LTIP programs for each fiscal year during the term of the Lowe Agreement, with a minimum target value of $1,000,000 commencing with the 2019/2020 LTIP for all such awards, in accordance with the LTIP and applicable award agreement.
|
•
|
The Lowe Agreement acknowledges that on January 1, 2019 the Corporation
entered into
the Special RSU Grant with Mr. Lowe, as described in the Compensation Discussion and Analysis above.
|
•
|
Certain time-vesting RSUs granted to Mr. Lowe pursuant to LTIP award agreements dated May 18, 2016, May 18, 2017 and May 18, 2018 were accelerated to vest on March 20, 2019.
|
•
|
The Lowe Agreement will terminate (i) immediately upon Mr. Lowe’s resignation, death or disability or (ii) upon notice of termination by the Corporation at any time, with or without “cause” (as defined in the Lowe Agreement).
|
•
|
Mr. Lowe will be entitled to certain severance benefits upon qualifying terminations of employment. Please refer to the section titled “Potential Payments upon Termination or Change-in-Control” for a description of these payments.
|
•
|
The Lowe Agreement contains a standard confidentiality provision as well as non-competition and non-solicitation agreements for the term of Mr. Lowe’s employment and for a minimum of 24 months after any termination thereof.
|
•
|
The Lowe Agreement supersedes the December 1, 2014 Incentive Award, Severance and Non-Competition Agreement between the Corporation and Mr. Lowe.
|
•
|
The Loof Agreement in effect during fiscal year 2019, as amended and restated, had a term of April 18, 2018 through March 31, 2021. In addition, the Loof Agreement provided that upon at least 30 days and not more than 60 days prior to the end of the term, upon the agreement of the Board and Mr. Loof, the agreement could be extended
|
•
|
During the term of the Loof Agreement, Mr. Loof was paid an annual base salary of $920,000, subject to increases or decreases at the discretion of the Board.
|
•
|
Mr. Loof was eligible to participate in the Corporation’s health and insurance coverage plan and the Corporation’s deferred compensation plans (described below), in each case as such plans are generally available to other executive officers of the Corporation.
|
•
|
Mr. Loof was entitled to participate in the annual KAIP programs and the LTIP programs.
|
•
|
Upon execution of the April 18, 2018 amendment, certain RSUs previously granted to Mr. Loof on June 29, 2015, totaling 175,000 shares, and on September 6, 2017, totaling 100,000 shares, both of which were scheduled to vest over time, became fully vested.
|
•
|
The Loof Agreement terminated immediately upon Mr. Loof’s resignation. Pursuant to the Loof Agreement, upon Mr. Loof’s resignation (except for resignation for “good reason,” as defined in the Loof Agreement), he was entitled to receive his base salary through the date of termination and was not entitled to any other salary, compensation or benefits from the Corporation.
|
•
|
The Loof Agreement contained a standard confidentiality provision. Because no severance benefits were paid to Mr. Loof, he was not subject to any non-competition and non-solicitation obligations beyond the date of the termination of his employment.
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||||||||||||||||
|
|
Number of Securities Underlying Unexercised Options (#)
|
|
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)
|
|
Option Exercise Price ($)
|
|
Option Expiration Date
|
|
Number of Shares or Units of Stock That Have Not Vested (#)
|
|
Market Value of Shares or Units of Stock That Have Not Vested ($)(6)
|
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)
|
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)(6)
|
||||||||||
Name
|
|
Exercisable
|
|
Unexercisable
|
|
|
|
|
|
|
|
|||||||||||||||
William M. Lowe, Jr.
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4)
|
|
50,000
|
|
|
848,500
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
|
(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
|
(3)
|
|
—
|
|
|
—
|
|
|
16,797
|
|
|
285,045
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Per-Olof Loof
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gregory C. Thompson
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5)
|
|
100,000
|
|
|
1,697,000
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Charles C. Meeks, Jr.
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|||||||
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1)
|
|
15,261
|
|
|
258,979
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
(2)
|
|
8,482
|
|
|
143,940
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
|
(3)
|
|
9,790
|
|
|
166,136
|
|
|
7,342
|
|
|
124,594
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Claudio Lollini
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1)
|
|
8,858
|
|
|
150,320
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2)
|
|
4,632
|
|
|
78,605
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3)
|
|
5,450
|
|
|
92,487
|
|
|
4,087
|
|
|
69,356
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Stefano Vetralla
|
|
|
|
|
|
|
|
|
|
(1)
|
|
7,118
|
|
|
120,792
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
(2)
|
|
3,745
|
|
|
63,553
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
(3)
|
|
5,079
|
|
|
86,191
|
|
|
3,809
|
|
|
64,639
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
In April 2016, the 2017/2018 LTIP was established; 40% of the LTIP award takes the form of a time-vesting component, of which 67% of the award value is paid in RSUs and 33% of the award value is paid in cash, with both the RSU and cash payments vesting in annual installments of 33%, 33% and 34% over a three-year period ending May 18, 2019 (subject to continued employment with the Corporation). Per the Lowe Agreement, Mr. Lowe's time-vesting RSUs were accelerated to vest on March 20, 2019.
|
(2)
|
In May 2017, the 2018/2019 LTIP was established; 40% of the LTIP award takes the form of a grant of RSUs that will vest in annual installments of 33%, 33%, 34% over a three-year period ending May 18, 2020 (subject to continued employment with the Corporation). Per the Lowe Agreement, Mr. Lowe's time-based RSUs were accelerated to vest on March 20, 2019.
|
(3)
|
In May 2018, the 2019/2020 LTIP was established; 40% of the LTIP award takes the form of a grant of RSUs that will vest in annual installments of 33%, 33%, 34% over a three-year period ending May 18, 2020 (subject to continued employment with the Corporation). Per the Lowe Agreement, Mr. Lowe's time-based RSUs were accelerated to vest on March 20, 2019. 60% of the LTIP award takes the form of Performance-Based RSUs, the vesting of which are subject to the Corporation's achievement of a two-year performance target for the period ending March 31, 2020. These RSUs are included based on achievement of the target.
|
(4)
|
On January1, 2019, the Corporation granted 50,000 RSUs to Mr. Lowe in connection with his appointment as Chief Executive Officer. 25,000 of these RSUs will vest 15 months after the Grant Date of January 1, 2019 and the remaining 25,000 RSUs will vest 27 months after the January 1, 2019 Grant Date (subject to Mr. Lowe's continued employment with the Corporation through the applicable vesting date).
|
(5)
|
On December 1, 2018, the Corporation granted 100,000 RSUs to Mr. Thompson in connection with his hire that will vest in annual installments of 25%, 25%, and 50% over a three year period ending December 1, 2021 (subject to Mr. Thompson's continued employment with the Corporation through the applicable vesting date).
|
(6)
|
Based on the closing price of the Corporation’s Common Stock on
March 29, 2019
, the last trading day of March 2019 ($16.97).
|
|
Options Awards
|
|
Stock Awards
|
||||||||
Name
|
Number of Shares Acquired on Exercise (#)
|
|
Value Realized on Exercise ($)
|
|
Number of Shares Acquired on Vesting (#)
|
|
Value Realized on Vesting ($)(1)
|
||||
William M. Lowe, Jr.
|
—
|
|
|
—
|
|
|
316,727
|
|
|
6,212,222
|
|
Per-Olof Loof
|
—
|
|
|
—
|
|
|
375,552
|
|
|
7,195,068
|
|
Gregory C. Thompson
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Charles C. Meeks, Jr.
|
—
|
|
|
—
|
|
|
147,452
|
|
|
2,933,475
|
|
Claudio Lollini
|
—
|
|
|
—
|
|
|
68,064
|
|
|
1,611,909
|
|
Stefano Vetralla
|
—
|
|
|
—
|
|
|
16,355
|
|
|
302,244
|
|
(1)
|
Based on the closing price of the Corporation’s Common Stock on the various vesting dates that pertain to the NEO.
|
Name
|
|
Executive Contributions in Last Fiscal Year ($)
|
|
Registrant Contributions in Last Fiscal Year ($)
|
|
Aggregate Earnings / (Losses) in Last Fiscal Year ($)
|
|
Aggregate Withdrawals / Distributions ($)
|
|
Aggregate Balance at Last Fiscal Year End ($)
|
|
|||||
William M. Lowe, Jr.
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Per-Olof Loof
|
|
92,000(1)
|
|
|
—
|
|
|
41,135
|
|
|
—
|
|
|
1,913,966(2)
|
|
|
Gregory C. Thompson
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Charles C. Meeks, Jr.
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Claudio Lollini
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Stefano Vetralla
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Amount represents the annual base for calendar year
2018
.
|
(2)
|
The Aggregate Balance at Last Fiscal Year End contains Executive Contributions and Registrant Contributions in Last Fiscal Year previously included in the Summary Compensation Table which totaled $145,400 and earnings on contributed amounts of $1,913,965. which was reported in prior years, since 2006.
|
•
|
The Named Executive Officer’s death or termination due to disability;
|
•
|
The Named Executive Officer’s attainment of his “retirement date” (age 70 ½ or the date the executive has informed the Corporation he intends to retire after age 55 but before age 70 ½) (note: Mr. Thompson's Change in Control Agreement, effective December 1, 2018, does not include this provision), or
|
•
|
The determination by the Board that the Named Executive Officer is no longer eligible to receive the benefits provided under the Change in Control Agreement, provided such determination is made prior to a change in control and not the result of negotiations in connection with a change in control.
|
•
|
The assignment of any duties inconsistent with the Named Executive Officer’s position, duties, responsibilities and status with the Corporation, or any removal of the Named Executive Officer from, or any failure to reelect to, any such position;
|
•
|
A reduction by the Corporation in the Named Executive Officer’s base salary;
|
•
|
The failure of the Corporation to continue in effect any compensation, welfare or benefit plan in which the Executive is participating at the time of a change in control, without substituting or providing a substantially similar benefit at substantially the same cost;
|
•
|
Any purported termination for “cause” or “disability” (as defined in the Change in Control Agreements) without grounds; and/or
|
•
|
The relocation of the Named Executive Officer’s primary work location to a location that is more than 20 miles from the current work location immediately prior to the change in control.
|
•
|
Maintain all life insurance, medical plans and programs in which such Named Executive Officers participate for 18 months following the date of the qualifying termination or until such time as the executive first becomes eligible for the same type of coverage under another employer’s plan, whichever is earlier;
|
•
|
Pay all reasonable legal fees and expenses incurred by such Named Executive Officer as a result of his termination; and
|
•
|
Pay the costs of reasonable outplacement services, up to a maximum of $15,000, until such Named Executive Officer is employed on a full-time basis.
|
•
|
termination without cause or for resignation good reason in the absence of a change of control;
|
•
|
termination without cause or resignation for good reason in connection with a change of control;
|
•
|
voluntary resignation;
|
•
|
death; or
|
•
|
disability.
|
|
|
Before Change in Control
|
|
After Change in Control
|
|
|
|
|
|
|
|||
Name
|
|
Termination w/o Cause or Resignation for Good Reason (1)(5)($)
|
|
Termination w/o Cause or Resignation for Good Reason (2)(3)($)
|
|
Voluntary Termination ($)(6)
|
|
Death (4)(5)($)
|
|
Disability (5)($)
|
|||
William M. Lowe, Jr.
|
|
1,232,500
|
|
|
3,558,966
|
|
|
254,054
|
|
120,834
|
|
|
156,000
|
Per-Olof Loof
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
Gregory C. Thompson
|
|
977,500
|
|
|
2,011,605
|
|
|
—
|
|
95,834
|
|
|
156,000
|
Charles C. Meeks, Jr.
|
|
450,000
|
|
|
2,427,550
|
|
|
—
|
|
75,000
|
|
|
156,000
|
Claudio Lollini
|
|
345,000
|
|
|
1,603,249
|
|
|
—
|
|
57,500
|
|
|
156,000
|
Stefano Vetralla
|
|
300,000
|
|
|
1,398,260
|
|
|
|
|
50,000
|
|
|
156,000
|
(1)
|
This benefit is payable pursuant to the KEMET Corporation Severance Pay Plan; our NEOs receive twelve months’ base salary as severance. Mr. Loof tendered his resignation on December 19, 2018 and is not entitled to any future benefits and was not entitled to any increase in benefits or payments in connection with his resignation.
|
(2)
|
Pursuant to the accelerated vesting provision of the Change in Control Severance Agreements, these amounts shown include (a) the target payout under the Performance component of the
2018
/
2019
LTIP grant date of May 18, 2016, (b) 50% of the target payout under the Performance component of the
2019
/
2020
LTIP grant date of May 18, 2017, and (c) unvested RSUs, calculated based on the closing price of the Corporation’s Common Stock on March 29, 2019, the last trading day during the 2019 fiscal year. Pursuant to the terms of the Change in Control Severance Agreements, if any of these amounts are considered excess parachute payments under Code Section 280G, they may be reduced if such reduction would result in the NEO receiving a greater after-tax payment.
|
(3)
|
These amounts include the benefit payable pursuant to the Change in Control Severance Agreements, which is (a) twenty four multiplied by the sum of (i) the NEO’s monthly base salary plus (ii) the monthly value of the NEO’s target annual bonus (Mr. Lowe—100% of base salary, Mr. Thompson, Mr. Meeks, —70% of base salary, Mr. Lollini, Mr. Vetralla — 60% of base salary), (b) accelerated LTIP (as described above) (c) eighteen months of COBRA premiums, and (d) reasonable outplacement services. As described above, the Corporation
does not
pay any Code Section 280G “gross-up” payments. Pursuant to the terms of the Change in Control Severance Agreements, if any of these amounts are considered excess parachute payments under Code Section 280G, they may be reduced if such reduction would result in the NEO receiving a greater after-tax payment.
|
(4)
|
This benefit is payable pursuant to historical practice of the Corporation and is equal to two months of salary. The intention is to provide the family of a deceased NEO with income while the life insurance application process is taking place.
|
(5)
|
Pursuant to the company's Long Term Disability Benefit, the maximum payable per year.
|
(6)
|
This benefit is available to any LTIP participant who retires at the age of 60 or later and whose years of service with the Corporation, when added to such participant's age at the time of his or her retirement from service with the Corporation, equals at least 70. Any such benefits shall be subject to pro-rated vesting. The amount of Mr. Lowe's benefit was calculated at target using the Corporation's May 29, 2019 stock price.
|
•
|
CEO's annual compensation of $2,740,812; and
|
•
|
the value of a one-time special RSU grant that was awarded in January of 2019 to the CEO consisted of 50,000 RSUs valued at $877,000, based on the FMV at the time of grant.
|
•
|
the annual total compensation of our CEO, determined as described above, was $3,617,812: and
|
•
|
the median of the annual total compensation of all employees (other than our CEO), determined in accordance with SEC rules, was $7,407.
|
•
|
Total Global Population. We determined that, as of January 31, 2019, the date we selected to identify the median employee, our employee population consisted of approximately 13,300 individuals working for KEMET Corporation.
|
•
|
Given the geographical distribution of our employee population, we use a variety of pay elements to structure the compensation arrangements of our employees. Consequently, for purposes of measuring the compensation of our employees to identify the median employee, rather than using annual total compensation, we selected base salary / wages and overtime pay paid through January 31, 2019 as the compensation measure.
|
▪
|
We annualized the compensation of employees to cover the full calendar year, and also annualized any employees newly hired after April 1, 2018 as if they were hired at the beginning of the fiscal year, as permitted by SEC rules, in identifying the median employee.
|
▪
|
We did not make any cost-of-living adjustments in identifying the median employee.
|
▪
|
Using this methodology, we estimated that the median employee was an employee with base salary / wages and overtime paid for the year ended March 31, 2019 of $5,392.
|
|
Fiscal Year 2019
|
|
Fiscal Year 2018
|
||
Audit Fees (1)
|
5,498
|
|
|
3,617
|
|
Audit-related Fees (2)
|
485
|
|
|
874
|
|
Tax Fees
|
—
|
|
|
—
|
|
All other fees (3)
|
2
|
|
|
2
|
|
Total (4)
|
5,985
|
|
|
4,493
|
|
(1)
|
The aggregate fees billed for professional services rendered for the audit of the Corporation’s annual financial statements, the audit of internal controls over financial reporting, including the initial internal control audit procedures for the TOKIN operations acquired in fiscal year 2018, and reviews of the financial statements included in the Corporation's Forms 10-Q for the quarters within fiscal years ended
March 31, 2019
and
March 31, 2018
. Also included in audit fees are fees for services related to statutory audits for legal subsidiaries in international jurisdictions. Included in fiscal year 2018 audit fees are $392,000 of additional fees paid subsequent to the filing of the fiscal year 2018 proxy statement. We have reclassified fiscal year 2018 fees of $2,000 related to the subscription for an online accounting research tool to “All other fees” to be consistent with the fiscal year 2019 presentation.
|
(2)
|
For fiscal year 2019, audit-related fees consisted of services related to the pending adoption of ASC 842,
Leases
, internal controls, and other services traditionally performed by our independent registered public accounting firm. For fiscal year
2018
, audit‑related fees consisted of services related to the TOKIN acquisition, the pending adoption of ASC 606,
Revenue Recognition
, and a potential offering
|
(3)
|
Includes fees related to the annual subscription for an accounting research tool.
|
(4)
|
Fiscal year 2019 fees increased from fiscal year 2018 due to growth and acquisitions, including an increase in the number of statutory audits for acquired subsidiaries in international locations. During fiscal years 2019 and 2018, the Audit Committee did not approve any services pursuant to the
de minimis
exception set forth in Section 10A(i)(1)(B) of the Exchange Act.
|
(i)
|
as to any other business that the stockholder proposes to bring before the meeting, a brief description of such business, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and
|
(ii)
|
(A) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner, (B) the class and number of shares of the Corporation which are owned beneficially and of record by such stockholder and such beneficial owner, and (C) whether either such stockholder or beneficial owner intends to solicit or participate in the solicitation of proxies in favor of such proposal or nominee or nominees.
|
(i)
|
as to each person whom the stockholder proposes to nominate for election or reelection as a director, all information relating to such person as would be required to be disclosed in solicitations of proxies for the election of such nominees as directors pursuant to Regulation 14A under the Exchange Act and such person’s written consent to serving as a director if elected; and
|
(ii)
|
(A) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner, (B) the class and number of shares of the Corporation which are owned beneficially and of record by such stockholder and such beneficial owner, and (C) whether either such stockholder or beneficial owner intends to solicit or participate in the solicitation of proxies in favor of such proposal or nominee or nominees.
|
|
|
|
|
Vote by Internet
|
|
|
l
Go to
www.investorvote.com/KEM
|
||
|
|
l
Or scan the QR code with your smartphone
|
||
|
|
l
Follow the steps outlined on the secure website
|
||
|
|
|
||
|
|
|
Vote by telephone
|
|
|
|
|
l
Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone
|
|
Using a
black ink
pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas.
|
|
|
l
Follow the instructions provided by the recorded message
|
Annual Meeting Proxy Card
|
n
|
Election of Directors – The Board of Directors recommends a vote
FOR
all the nominees listed (term expires in 2022).
|
||||||||||||
1. Nominees:
|
For
|
Against
|
Abstain
|
|
For
|
Against
|
Abstain
|
|
For
|
Against
|
Abstain
|
|
|
01 -
Jacob T. Kotzubei
|
o
|
o
|
o
|
02 -
Robert G. Paul
|
o
|
o
|
o
|
03 -
Yasuko Matsumoto
|
o
|
o
|
o
|
|
Proxy - KEMET Corporation
|
|
|
|
|
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